1. Access and Use
On the condition that you accept these Terms, we grant you a limited non-exclusive license to access, view and use the Site only for the legitimate business purposes approved by SPE. If you are not an employee of SPE, before you access and use the Site, you agree that you will obtain all required consents and approvals from your employer to access and use the Site.
You agree that all information that you provide to SPE in connection with your access to and use of the Site will be true, accurate and complete to the best of your knowledge, ability and belief.
SPE reserves the right, in its sole discretion, to refuse, alter, limit, restrict or discontinue service or terminate access to the Site (or any materials, portions, components or features of the Site) to you or any other person or entity, for any reason or for no reason whatsoever, at any time, without notice or liability. Failure to comply with these Terms may result in the immediate termination of your access to and use of the Site.
2. Password Protection
It is your responsibility to protect your password and not to disclose it to any other individual without the consent of SPE. You must notify SPE of any known or suspected unauthorized use of your logon ID or password, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password information. You agree that you are fully responsible for the use and disclosure of your logon ID or password.
3. User Conduct
In connection with your access to and use of the Site and that of any person authorized by you to use the Site, you are responsible for compliance with all applicable SPE policies, rules, and regulations that we have disclosed to you and all applicable laws and regulations. Specifically, among other things, you agree that while accessing or using the Site you will not:
• post or transmit any unlawful, fraudulent, indecent, libelous, defamatory, slanderous, obscene, pornographic, profane, threatening, abusive, hateful, offensive, harassing or otherwise objectionable or inflammatory material on the Site of any kind;
• post or transmit any material that furthers or promotes any criminal activity or enterprise, provides instructional information about illegal activities, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law, including, but not limited to, making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
• take actions to restrict or inhibit any other authorized user from accessing or using the Site;
• represent yourself as another or as a fictitious individual;
• post or transmit any material which could be considered to discriminate on the grounds of age, nationality, race, religious beliefs, gender, or sexual orientation;
• upload or attach any material, files, or software subject to usage restrictions unless the User owns, controls, or has the rights to upload or attach such material or has received all consents to upload or attach such material as may be required by applicable law (including, without limitation, laws governing intellectual property rights, privacy rights, or publicity rights);
• post or transmit "junk mail," "chain letters," or unsolicited mass mailing (i.e., "SPAM");
• post or transmit photographs or videos of another person without that person's consent;
• relay email from a third party's mail servers without the permission of that third party; and
• upload or attach files that contain viruses, corrupted files or any other similar software or programs that may damage the operation of another’s computer.
4. Modifications to the Site
SPE may, in its sole discretion, change, suspend or discontinue any aspect of any Site at any time, including the availability of any feature, database, or content without notice or liability. The SPE may also, in its sole discretion, impose limits on certain features and services without notice or liability.
6. Linked Websites
For your benefit and convenience, certain hyperlinks may be provided on the Site which link to the websites of third parties that are not under the control of SPE. SPE is not responsible for, and disclaims all liability and makes no representations or warranties for, any products or services offered by such third parties, including through such websites, nor is SPE responsible for the availability, accuracy, content or any other aspect of such websites. SPE is not responsible for the privacy statements or practices of websites or services controlled by other companies or organizations. Your use of other websites, and the offer or purchase of products or services from such third parties, or on or through such other websites, is subject to the terms and conditions and privacy policies thereof. You agree that you will bring no suit or claim against SPE arising from or based on your use of, or the offer or purchase of products or services on or through, such other websites.
Subject to applicable law and except as otherwise expressly provided in any other agreement that you (or your employer if you are not employed by SPE) may have with SPE with respect to the resources made available on this Site (a “Base Agreement”):
• You agree that any intellectual property or materials, including but not limited to questions, comments, suggestions, ideas, discoveries, plans, notes, drawings, original or creative materials, or other information, provided by you in the form of e-mail or electronic submissions to SPE, or uploads or postings to this Site (“Submissions”), shall become the sole property of SPE to the fullest extent permitted by applicable law and will be considered "works made for hire" or "commissioned works" owned by SPE;
• To the extent that any Submission may not constitute a "work made for hire" or "commissioned work" owned by SPE under applicable law, you hereby irrevocably assign, and agree to assign, to SPE all current and future right, title and interest in any and all such Submissions; and
• SPE shall own exclusive rights, including any and all intellectual property rights, and shall be entitled to the unrestricted use of Submissions for any purpose, commercial or otherwise, without acknowledgment or additional compensation to you.
In the event applicable law operates to prevent such assignment described above, or otherwise prevents SPE from becoming the sole owner of any such Submissions, you agree to grant to SPE, and this provision shall be effective as granting to SPE, (with unfettered rights of assignment) a perpetual, worldwide, paid-in-full, nonexclusive right (including any moral rights) and license to make, use, sell, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display the Submissions (in whole or in part) worldwide and or to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any rights that may exist in any such Submissions.
By making Submissions, you represent that (i) you have full power and authority to make the assignment and license set forth above, (ii) the Submissions do not infringe the intellectual property rights of any third party, and (iii) SPE shall be free and have the right to use, assign, modify, edit, alter, adapt, distribute, dispose, promote, display, and transmit the Submissions, or reproduce them, in whole or in part, without compensation, notification, or additional consent from you or from any third party.
8. Copyrights, Trademarks and Proprietary Content
You acknowledge and agree that SPE, or third parties granting rights to SPE, hold all right, title and interest to all materials on this Site, which are the copyrighted works of SPE or the third parties, with all rights reserved. Such materials include but are not limited to electronic files, text, data, databases, graphics, images, photographs, video and audio clips, and the collection, design, selection and arrangement thereof (collectively, the “Content”). You acknowledge that the Content constitutes valuable proprietary information that is protected by applicable intellectual property and other proprietary rights, laws and treaties of the United States and other countries, and that you acquire no ownership interest by accessing and using the Site and the Content. Such intellectual property and proprietary rights may include, but are not limited to, various patents, copyrights, trademarks and service marks, registered trademarks and service marks, trade dress protection and trade secrets, and all such rights are and shall remain the property of SPE or its licensors.
9. Compliance with Laws
You are responsible for complying with any and all laws of the jurisdiction from which you are accessing the Site and any other jurisdiction whose laws apply to you or your actions. You agree that you will not access or use the information on the Site in violation of the aforementioned laws.
The material or information found on the Site does not necessarily represent the official views or positions of SPE. SPE assumes no responsibility for monitoring the Site for inappropriate content or conduct.
THE SITE IS PROVIDED "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE AVAILABILITY OF OR THE FUNCTIONS CONTAINED IN THE SITE, SITE CONTENT, LINKED THIRD PARTY SITES, SOFTWARE, OR SERVER WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE, SITE CONTENT, LINKED THIRD PARTY SITES, THE SERVER THAT MAKES THEM AVAILABLE, OR THE SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE, SITE CONTENT, LINKED THIRD PARTY SITES, SOFTWARE OR SERVER DO NOT VIOLATE ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OR PRIVACY OR PUBLICITY RIGHTS OF ANY PERSON. THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE, THE SITE CONTENT, LINKED THIRD PARTY SITES, THE SERVICES OR THE SOFTWARE, IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY, OR OTHERWISE.
11. Limitation of Liability
IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS, COST, DAMAGE OR INJURY (COLLECTIVELY, “DAMAGES”), WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, WHETHER SUCH DAMAGES ARE DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE, INCLUDING, WITHOUT LIMITATION, LOST PROFIT DAMAGES ARISING FROM YOUR USE OF CONNECT, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER THE COMPANY NOR ITS AGENTS OR EMPLOYEES SHALL BE HELD LIABLE FOR THE CONTENTS OF THE SITE INCLUDING WITHOUT LIMITATION ANY INACCURACY, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, ALTERATION OF OR USE OF ANY CONTENT HEREIN, OR FOR ITS TIMELINENESS OR COMPLETENESS, NOR SHALL THEY BE LIABLE FOR ANY FAILURE OF PERFORMANCE, COMPUTER VIRUS OR COMMUNICATION LINE FAILURE, REGARDLESS OF CAUSE, OR FOR ANY DAMAGES RESULTING THEREFROM.
THE COMPANY ACCEPTS NO RESPONSIBILITY FOR THE CONTENT OF SITES TO WHICH IT HAS LINKS.
Users take full responsibility for the materials placed on the Site and shall fully indemnify, defend and hold harmless SPE, its officers, directors, employees, or agents, from and against any and all claims, demands, actions, suits or other proceedings, and all resulting or related losses, damages, costs, royalties, liabilities and expenses (including reasonable attorneys’ fees) arising out of your use of this Site, including, without limitation, any copyright or intellectual property violations, tortious injury claims or defamation claims. We reserve, and you grant to us, the right to assume exclusive defense and control of any matter subject to indemnification by you. All rights and duties of indemnification that are set forth herein shall survive termination of these Terms.
13. No Waiver
No waiver by SPE of any of the above provisions shall be binding except as set forth in writing and signed by its duly authorized representative.
Nothing in the above provisions may be construed as a waiver, express or implied of any of the privileges and immunities enjoyed by SPE.
If any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
For any questions about these Terms, please email the webmaster at email@example.com.
16. Changes to these Terms
The SPE reserves the right to change, modify, or update these Terms, at any time without notice. The date of the latest update is presented below.
17. Governing Law
These Terms are governed by and shall be construed in accordance with the laws of the state of California. You hereby consent to the non-exclusive jurisdiction of the state and federal courts in and for Los Angeles, California for the resolution of any disputes arising out of or related to these Terms.
18. Entire Agreement
These Terms constitute the entire agreement between us with respect to its subject matter and supersede and replace any prior agreements, whether oral or in writing.
Effective Date: These Legal Terms were updated March 1, 2013 and are effective as of that date.
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